La Marzocco S.r.l. (hereinafter also referred to as “LM” or the “Company”) is a company that has been operating since the Twenties of the past century in the production of coffee machines.

Today, while pursuing its business purpose, LM wants to be a place capable of stimulating creation and innovation, where people can express their full potential.

To achieve this target, product perfection must also be pursued through a responsible conduct, setting the Company apart as a model of excellence in the market where it operates.

The Code of Ethics (hereinafter also referred to as the “Code”) is a document stating the principles and the rules of conduct that the Company requires its personnel and any third parties to observe when performing their work.

The purpose of this Code is stating and disseminating the values and the rules of conduct the Company intends to constantly refer to in its business practices.

I

– IMPLEMENTING PROVISIONS –

Persons Concerned

The principles contained in this Code of Ethics are binding to: a) all persons who, within the Company, act as representatives, administrators or directors, or who manage and control it, even de facto; b) all employees, with no exception; c) persons who, in any capacity, cooperate and collaborate with the Company to help it achieve its targets; d) business partners (hereinafter referred to as the “Persons Concerned”).

Code implementation

The control over the observance of the Code of Ethics shall be exercised by the Supervisory Body provided for by the “Organisation, Management and Control Model pursuant to Legislative Decree no. 231 of June 8, 2001” (hereinafter referred to as the “Model”), that shall propose to the Board of Directors any necessary or advisable updates, according to the evolution of the laws and of the company business.

Coming into force, update and dissemination of the Code

This Code was adopted by a resolution of the Company’s Board of Directors of 04/23/2015 and comes into force immediately.

The document is available on the Web site of the Company, on its intranet network and is affixed on noticeboards in the offices of Milan and Scarperia.

The Company undertakes to disseminate the Code of Ethics, to ensure that all Persons Concerned are informed of it, as well as to appropriately educate all the company personnel as to its contents.

II

– PRINCIPLES –

Legality

LM believes that the observance of the laws and regulations in force in the countries where the Company operates is a primary value that must be constantly pursued.

As a consequence, when working on behalf of or in the interest of the Company, all the Persons Concerned must fully observe the national, EC and international laws applicable to the Company.

Fairness, loyal competition and transparency

The Company requires that the Persons Concerned operate according to the principles of fairness, loyal competition and transparency in their relations with their personnel, institutions, suppliers, distributors, customers and all market operators.

Impartiality and conflict of interests

The Persons Concerned by the Code of Ethics, when performing their work, shall operate impartially and take decisions responsibly, rigorously and transparently in compliance with the law and with the internal regulations adopted by the Company, avoiding any situation which may even just appear to conflict with the interest of the Company.

The personnel of LM must not pursue any interests of their own or of any third parties that are in contrast with the Company interests and must not hold positions in external companies or commercial enterprises whose interests are directly, indirectly or even just potentially in conflict or interfering with those of the Company.

Should they suspect they may have a conflict of interests, even just potential, the Persons Concerned shall promptly inform their superior, complying with the decisions the latter will take.

Diligence in task execution

The Company requires that work is based on good faith conduct, in a spirit of respect and mutual collaboration.

The Persons Concerned by this Code must carry out their job with the diligence required by the nature of the task, professionally and reliably.

Personnel management

LM believes that allowing its personnel to fully express its potential is essential for the success of the Company and for the fulfilment of its members; as a consequence, it undertakes to respect the labour rights.

In particular:

it avoids and opposes any form of discrimination based on age, sex, sexuality, health, race, nationality, political and religious opinions and/or of harassment against its personnel;

it gives all workers the same opportunities, so that anyone is treated fairly, according to his/her merit;

it pays great attention to the selection of candidates and the hiring of personnel, assuring the respect of the principle of equal opportunities, merit and equality;

it strives to create a work environment that is suitable to ensure the human, professional and personal growth of its employees;

it hires no minors and avoids any kind of labour exploitation;

it protects the privacy of personnel-related data;

it undertakes not to establish any employment relation with persons who do not have a residence permit or whose residence permit is not regular, and not to carry out any act aimed at favouring the illegal entry into Italy of immigrants;

it promotes health and safety at work.

Use of company assets

Company assets must be used responsibly and in the interest of the company, avoiding any improper use even by third parties.

The assets cannot be used for personal purposes, nor can they be transferred or put at the disposal of any third parties, and the same care must be taken when using and when keeping them.

The company assets include the business plans, the distributor and customer lists, the marketing and sale programs, the product price policies, the personal data of the employees, the financial and accounting data and any other information about the business, the customers and the employees of the Company.

Transparency and fairness in company management

All the operations and the economical and financial transactions must be properly recorded, authorised, verifiable, legitimate, consistent and congruent.

When drawing up the financial statements and all the other communications prescribed by the law, the Company observes and requires that its employees:

observe the provisions contained in the relevant codes and the accounting principle in force;

give a truthful picture of the Company’s assets and liabilities, and of its economic and financial situation.

The Company, in addition, prohibits the following behaviour:

refunding any contributions by a shareholder or relieving him of the obligation to make the contributions in question, even through simulated transactions, except in case of legitimate share capital reduction;

deciding any allocations of profits or advances on profits that have not actually been earned or are intended to be assigned as legal reserves, or distributing reserves which are not available;

fictitiously constituting or increasing the Company capital, by allocating shares for a sum that is lower than their face value, deciding the mutual subscription of shares, significantly overestimating the contributions of assets in kind or credits, or the Company assets in case of transformation;

carrying out any share capital reductions, mergers or divisions in breach of the law provisions aimed at protecting the Company’s creditors;

creating, by simulated or fraudulent actions, any fictitious majorities in Company meetings;

using insider information to alter the market or the value of non-traded instruments.

Combating money launderingand reception of stolen goods

LM requires the utmost transparency in economic and financial management, in full compliance with the national, EC and international regulation on money laundering.

The Company prohibits the Persons Concerned by the Code of Ethics from changing or transferring any money, goods or other utilities from illegal activities, or from performing any other related operation aimed at preventing their origin from being identified.

The Persons Concerned must establish business relations on behalf of the Company with partners, distributors, customers, suppliers or, more in general, third parties that are of good repute and reliable enough.

The Company avoids purchasing any raw materials or products that, as a consequence of the way they are offered or of their price, may appear to be of unlawful origin.

Confidentiality protection

The Company protects all the information included among its assets, or anyway the information and the personal and sensitive data in its possession, even concerning customers, suppliers and business partners, in compliance with the regulations in force.

All non-public information about the Company, or other parties, of which a Person Concerned is in possession as a consequence of his job or anyway of its relation with LM, must be regarded as confidential and must only be used for the execution of one’s tasks. The Persons Concerned by the Code, therefore, must take care to avoid that the information in question is disclosed or used to promote or favour any personal interests, or the interests of any third parties.

The Persons Concerned, in addition, must never disclose to any third parties the information they have acquired, or anyway of which they have come into possession as a consequence of the execution of their tasks, unless their disclosure is authorised by the Company or provided for by laws or regulations.

Sponsorships, donations and gifts

The Company undertakes to only sponsor events that have a company, cultural, sport or charity value.

The Company only supports no profit associations and organisations that are duly established, in compliance with the provisions contained in the civil code and in the accounting and tax regulations.

The Company prohibits its employees from receiving or offering gifts, acts of courtesy and hospitality, that as a consequence of their nature and value may be interpreted as being aimed at obtaining benefits of any nature whatsoever and anyway are not customary.

Safety and environment

The Company attaches great importance to health and safety at work and to environment protection and undertakes to ensure work conditions that respect the dignity of individuals, safe and healthy work places and environment-friendly production processes.

To this purpose, it implements a series of measures aimed at identifying, assessing and monitoring the risks related to health and safety at works and to environment protection.

LM attaches great importance to environmental sustainability, and to this purpose it implements a series of specific initiatives aimed at achieving energy savings.

Product quality and safety

LM pays utmost attention to the quality, safety and reliability of the coffee machines it manufactures and sells to distributors and end customers.

Highly specialised personnel supervises each production stage of each individual machine, manually manufactured according to the order placed by each customer, in full compliance with the provisions contained in the quality management system.

The excellence of our products is also the result of the control we exercise on the suppliers, who must provide materials that comply with the requirements set out by our specifications.

LM only markets coffee machines that are designed and manufactured in strict compliance with the company standards and with the regulations concerning product safety and patent authenticity.

Use of IT systems

Every employee must strictly comply with the provisions contained in the company IT safety policies, to avoid impairing the operation and protection of the IT systems and of the related data.

He must never alter in any way the operation of the IT or computer communication system, or perform any illegal operation on data, information or programmes contained in an IT or computer communication system, even belonging to any third parties.

IT tools, finally, must never be used for the filing, exchange and sending of pornographic material or anyway of material not related to the company activities.

Intellectual property protection

In accordance with the principle of law observance, the Company fully complies with all internal, EC and international regulations aimed at protecting intellectual property.

As a consequence, the Persons Concerned must observe the laws and regulations on Copyright-protected products.

III

– RELATIONS WITH OUTSIDE PARTIES –

Relations with the public administration

In its relations with the Public Administration LM strictly complies with the applicable law provisions and with the principles of transparency and fairness.

LM prohibits its employees from giving/promising or authorising anyone to give/promise any sums of money, goods or other utilities to Public Administration officers, persons in charge of public services or any third parties indicated by the latter or who maintain with them any direct or indirect relations, in order to obtain any undue advantages or benefits in breach of any law provisions; employees must ignore any recommendation from Public Administration officers aimed at ensuring that the Company hires any specific persons, or that it makes an effort to induce any third party to hire the person in question in exchange for favours; employees must ignore any recommendations from the Public Administration aimed at ensuring that the Company resorts to any consultants, agents or business partners in exchange for favours; employees must ignore any request for sponsorships, political contributions or privileged treatments by Public Administration exponents, representatives or officers, particularly if put forward in the occasion of specific business relations or commercial operations.

The same prohibitions apply in case the illegal requests are put forward, directly, indirectly or through any third party, by Public Officers, persons in charge of public services, executives, officers or employees of the Public Administration, or by their relatives or family members.

Relations with distributors, customers, suppliers and partners

In the relations with its distributors and customers, the primary goal of the Company is increasing the degree of satisfaction and appreciation of its products, improving its awareness of the needs of its customers, even prospective, and providing them with truthful, accurate, comprehensive and correct information.

The choice of the suppliers by the Company is based on a technical and economical assessment, as well as on their capability to operate in full compliance with the regulations in force on labour health and safety and on environment protection.

In any case, the choice of the suppliers must be based on objectivity and impartiality criteria.

The relations of the Company with its distributors, customers, suppliers and partners are always based on good faith and transparency, as well as on the respect of the principles of fairness, impartiality, loyalty and equal opportunities.

The Company prohibits any corruptive action aimed at maintaining a business relation to the detriment of the customer or of the supplier.

LM prohibits its employees from giving/promising or authorising anyone to give/promise any sums of money, goods or other utilities of any kind to clerks, company representatives, customers or suppliers in order to obtain any undue favours or benefits in breach of any law provisions.

IV

– SANCTIONS –

Notification of breaches

Any breach, actual or even just potential, of the above general principles and of the provisions contained in this Code of Ethics and in the Model, can be notified by the Persons Concerned directly to their superiors, to the administrators or to the Supervisory Body.

Disciplinary sanctions

Any failure to observe and/or breach of the rules of conduct specified by the Code of Ethics shall result in the application of sanctions according to the disciplinary system described in the General Part of the Model and varying according to the function of the Persons Concerned.

The breach of the above-mentioned provisions, therefore, represents a failure to meet the primary obligations arising from the employment contract and/or a disciplinary offence, with all legal consequences, i.e. the applications of disciplinary sanctions in compliance with the provisions contained in the laws in force and in the collective agreements applicable to the Company, even with reference to the preservation of the employment relation, and may result in the obligation to refund any damage arising from the breach.

For external persons, the breach of the Code provisions may result, in the most serious cases, in the termination of the contract.

The Supervisory Body may be consulted during the proceedings for the application of the disciplinary sanctions in the event of any alleged Code breach; anyway it must be informed when any disciplinary proceeding for alleged breaches of the Code of Ethics is initiated, and kept constantly up to date as to its evolution.